LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(C) - CONSOLIDATED EBITDA SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 1.1(Q)(1) - QUALIFIED ACCOUNTS SCHEDULE 1.1(Q)(2) - QUALIFIED INVENTORY SCHEDULE 2.10 - LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - CAPITALIZATION SCHEDULE 6.1.3 - SUBSIDIARIES SCHEDULE 6.1.7 - LITIGATION SCHEDULE 6.1.8 - OWNED AND LEASED REAL PROPERTY SCHEDULE 6.1.13 - CONSENTS AND APPROVALS SCHEDULE 6.1.15 - PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 6.1.18 - PARTNERSHIP AGREEMENTS; LLC AGREEMENTS SCHEDULE 6.1.19 - INSURANCE POLICIES SCHEDULE 6.1.21 - MATERIAL CONTRACTS SCHEDULE 6.1.23 - EMPLOYEE BENEFIT PLAN DISCLOSURES SCHEDULE 6.1.25 - ENVIRONMENTAL DISCLOSURES SCHEDULE 8.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 8.2.3 - GUARANTIES SCHEDULE 8.2.4 - PERMITTED LOANS AND INVESTMENTS SCHEDULE 8.2.9 - PERMITTED PARTNERSHIPS, LLCs, JOINT VENTURES SCHEDULE 8.2.10 - BUSINESS DESCRIPTIONS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(D)(1) - DEBENTURE PLEDGE AGREEMENT EXHIBIT 1.1(D)(2) - DEED OF HYPOTHEC EXHIBIT 1.1(D)(3) - DEMAND DEBENTURE EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(I)(3) - INTERCREDITOR AGREEMENT EXHIBIT 1.1(P)(1) - AMENDMENT TO PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT EXHIBIT 1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(R) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(2) - SWING LOAN NOTE EXHIBIT 1.1(T) - TERM NOTE EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 7.1.4 - OPINION OF COUNSEL EXHIBIT 7.1.16 - LANDLORD’S WAIVER EXHIBIT 8.2.6 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATE EXHIBIT 8.3.4 - BORROWING BASE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 15, 2005, and is made by and among KOPPERS INC., a Pennsylvania corporation (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the BANKS (as hereinafter defined), PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Banks under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”) and NATIONAL CITY BANK OF PENNSYLVANIA, as Syndication Agent, and CITIZENS BANK OF PENNSYLVANIA, BANK OF AM...
LIST OF SCHEDULES AND EXHIBITS. Schedule 1.2(g)(i) Seller’s Knowledgeable Persons Schedule 1.2(g)(ii) Buyer’s Knowledgeable Persons Schedule 2.l(a) Real Property Schedule 2.l(c) Current Assets Schedule 2.1(d) Non-Current Assets Schedule 2.1(h) Intellectual Properties and Information Systems Schedule 2.1(r) Provider Agreements Among the Assets Schedule 2.2(a) Seller’s Retained Records Schedule 2.2(d) Seller Retained Assets Schedule 2.2(i) Other Excluded Assets Schedule 2.3(a) Current Liabilities Schedule 2.3(b) Assumed Long-Term Liabilities Schedule 2.3(g) Detroit Receiving Hospital and University Health Center Schedule 2.5 Example Calculation of the Purchase Price as of April 30, 2010 Schedule 2.5(a)(i) Long-Term Indebtedness Schedule 2.6 Allocation of Purchase Price Schedule 3.1 Licenses in Foreign Jurisdictions Schedule 3.2 Conflicts with Contracts Schedule 3.4(a) Third Party Rights Schedule 3.4(b) Ownership Interests Schedule 3.6 Financial Statements Schedule 3.7 Operation of the Hospital Business Schedule 3.8 Recent Activities Schedule 3.9 Encumbrances on Accounts Receivable Schedule 3.10 Equipment Schedule 3.11 Personal Property Encumbrances Schedule 3.12 Real Property Encumbrances Schedule 3.13 Environmental Matters Schedule 3.15 Insurance Schedule 3.16 Permits, Licenses and Accreditations Schedule 3.18 The Assumed Contracts Schedule 3.19 Exceptions to Representations Regarding the Assumed Contracts Schedule 3.20(a) Employment Agreements and Severance Agreements Schedule 3.20(b) Collective Bargaining Agreements Schedule 3.20(c) Employee Classification Schedule 3.21 Seller’s Employee Benefit Plans Schedule Schedule 3.21(e) Employee Payments Schedule 3.21(h) PBGC Communications Schedule 3.23 Taxes Schedule 3.24 Medical Staff; Physician Relations Schedule 3.25 Restrictions on Assets Schedule 3.26 Brokers and Finders Schedule 4.6 Litigation and Proceedings Schedule 5.1 Exceptions to Seller’s Operations Schedule 5.2 Exceptions to Seller’s Negative Covenants Schedule 5.2(b) Permitted Seller Employment Offers Schedule 6.3(a) Non-Active Employees Schedule 9.5(b) Seller’s Budgeted EBITDA Schedule 12.2 Seller’s Charity Care Policies Schedule 12.2-a Vanguard’s Charity Care Policies Schedule 12.3 Core Services Schedule 12.4 Capital Expenditures Schedule 12.12 Seller’s Supplier Diversity Program Schedule 12.17 Agreed Upon Procedures Schedule 12.17(c) Buyer’s Reports EXHIBITS Exhibit A Warrant Certificate Exhibit B Note RESTATED PURCHASE AND SALE AGREEMENT THIS RESTATED PURCHASE AND SALE AGREEME...
LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) — PRICING GRID SCHEDULE 1.1(B) — COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P) — PERMITTED LIENS SCHEDULE 2.8 — EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 — QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 — SUBSIDIARIES SCHEDULE 6.1.14 — ENVIRONMENTAL DISCLOSURES SCHEDULE 7.1.1 — OPINION OF COUNSEL SCHEDULE 8.2.1 — PERMITTED INDEBTEDNESS SCHEDULE 8.2.3 — GUARANTIES SCHEDULE 8.2.4 — EXISTING INVESTMENTS EXHIBITS EXHIBIT 1.1(A) — ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(G)(1) — GUARANTOR JOINDER EXHIBIT 1.1(G)(2) — GUARANTY AGREEMENT EXHIBIT 1.1(N) — REVOLVING CREDIT NOTE EXHIBIT 1.1(P) — PLEDGE AGREEMENT EXHIBIT 1.1(S) — SECURITY AGREEMENT EXHIBIT 2.5 — LOAN REQUEST EXHIBIT 5.9.7(A) — U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(B) — U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(C) — U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D) — U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 8.3.3 — COMPLIANCE CERTIFICATE SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the ‘‘Agreement’‘) is dated as of June 12, 2013 and is made by and among ADS MEXICANA, S.A. DE C.V., a corporation organized under the laws of the United Mexican States (the ‘‘Borrower’‘),the LENDERS (as hereinafter defined), PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity, as well as its successors and assigns, as the ‘‘Administrative Agent’‘), PNC CAPITAL MARKETS LLC, RBS CITIZENS, N.A. and FIFTH THIRD BANK, NATIONAL ASSOCIATION, as Joint Bookrunners (hereinafter collectively referred to in such capacity as the “Joint Bookrunners”), PNC CAPITAL MARKETS LLC, RBS CITIZENS, N.A. and FIFTH THIRD BANK, NATIONAL ASSOCIATION, as Joint Lead Arrangers (hereinafter collectively referred to in such capacity as the “Joint Lead Arrangers”), and RBS CITIZENS, N.A. and FIFTH THIRD BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents (hereinafter collectively referred to in such capacity as the “Co-Syndication Agents”).
LIST OF SCHEDULES AND EXHIBITS. Schedules
LIST OF SCHEDULES AND EXHIBITS. Schedules Schedule 1.0 Certain Terms As Defined in the Act, As of September 13, 1996 Schedule 3.0 Implementation Schedule Schedule 4.0 Interconnection Points in LATA Schedule 4.5 Interconnection Points for Different Types of Traffic Schedule 6.3 Rate Elements Under Meet Point Billing Schedule 27.0 Performance Interval Dates for Specified Activities Schedule 27.1 ETC Service Quality Standards Exhibits Exhibit A Detailed Schedule of Itemized Charges Exhibit B Network Element Bona Fide Request Exhibit C Directory Assistance and Call Completion Services Agreement Exhibit D IntraLATA Telecommunications Services Settlement Agreement INTERCONNECTION AGREEMENT UNDER SECTIONS 251 AND 252 OF THE TELECOMMUNICATIONS ACT OF 1996 This Interconnection Agreement under Sections 251 and 252 of the Telecommunications Act of 1996, is effective as of the 13th day of September, 1996 (the “Effective Date”), by and between Xxxx Atlantic-Pennsylvania, Inc. (“BA”), a Pennsylvania corporation with offices at 0000 Xxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, and Eastern TeleLogic Corporation (“ETC”), a Delaware corporation with offices at 000 Xxxxxxx Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxx xx Xxxxxxx, Xxxxxxxxxxxx 00000.
LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(C) - TTI COST SAVINGS SCHEDULE 1.1(D)SCHEDULE 1.1(E) - EXISTING LETTERS OF CREDITEXISTING INTEREST RATE XXXXXX SCHEDULE 1.1(P) - EXISTING LIENS SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - SUBSIDIARIES SCHEDULE 6.1.14 - ENVIRONMENTAL DISCLOSURES SCHEDULE 8.1.3 - INSURANCE REQUIREMENTS RELATING TO COLLATERAL SCHEDULE 8.1.17 - POST-CLOSING MATTERS SCHEDULE 8.2.1 - EXISTING INDEBTEDNESS SCHEDULE 8.2.4 - EXISTING INVESTMENTS SCHEDULE 8.2.10 - TTI BUSINESSES
LIST OF SCHEDULES AND EXHIBITS. SCHEDULES Schedule 1.1(A) Pricing Grid Schedule 1.1(B) Commitments of Lenders Schedule 6.1 Qualifications To Do Business Schedule 6.3 Subsidiaries Schedule 6.11 Pledged Securities Schedule 6.21 Additional Material Contracts Schedule 7.1.1(i) Lien Searches Schedule 8.1.18 Title Requirements Schedule 8.1.21 Post-Closing Matters Schedule 8.2.1 Existing Indebtedness Schedule 8.2.2 Existing Liens Schedule 8.2.4 Existing Investments Schedule 8.2.8 Existing Affiliate Transactions Schedule 8.2.14 Existing Restrictions on Subsidiaries Schedule 8.2.15 Existing Negative Pledge Agreements
LIST OF SCHEDULES AND EXHIBITS. ANNEXES ANNEX A Commitments SCHEDULES SCHEDULE I Conditions Precedent Documents SCHEDULE II Prior Names, Tradenames, Fictitious Names and “Doing Business As” Names SCHEDULE III Eligibility Criteria SCHEDULE IV Agreed-Upon Procedures For Independent Public Accountants SCHEDULE V Loan Asset Schedule SCHEDULE VI Advance Funding Account – Wire Instructions SCHEDULE VII GICS Industry Classifications EXHIBITS EXHIBIT A Form of Approval Notice EXHIBIT B Form of Borrowing Base Certificate EXHIBIT C Form of Disbursement Request EXHIBIT D Form of Joinder Supplement EXHIBIT E Form of Notice of Borrowing EXHIBIT F Form of Notice of Reduction (Reduction of Advances Outstanding) EXHIBIT G Form of Notice of Reduction (Reduction of Maximum Facility Amount) EXHIBIT H Form of Variable Funding Note EXHIBIT I Form of Notice and Request for Consent EXHIBIT J Form of Servicing Report EXHIBIT K Form of Servicer’s Certificate (Servicing Report) EXHIBIT L Form of Release of Required Loan Documents EXHIBIT M Form of Assignment and Acceptance EXHIBIT N Form of Power of Attorney for Servicer EXHIBIT O Form of Power of Attorney for Borrower EXHIBIT P Form of Servicer’s Certificate (Loan Asset Register) EXHIBIT Q Form of Conversion Notice BUSINESS.29976944.129976944.10 This LOAN AND SERVICING AGREEMENT is made as of January 20, 2012, by and among:
LIST OF SCHEDULES AND EXHIBITS. SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.3 - SUBSIDIARIES SCHEDULE 6.1.7 - LITIGATION SCHEDULE 6.1.8 - OWNED AND LEASED REAL PROPERTY SCHEDULE 6.1.13 - CONSENTS AND APPROVALS SCHEDULE 6.1.15 - PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 6.1.18 - PARTNERSHIP AGREEMENTS; LLC AGREEMENTS SCHEDULE 6.1.19 - INSURANCE POLICIES SCHEDULE 6.1.21 - MATERIAL CONTRACTS SCHEDULE 6.1.23 - EMPLOYEE BENEFIT PLAN DISCLOSURES SCHEDULE 6.1.25 - ENVIRONMENTAL DISCLOSURES SCHEDULE 7.1.16 - EVENTS OF DEFAULT SCHEDULE 8.2.1 - PERMITTED INDEBTEDNESS EXHIBITS
LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) — COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(B) — EXISTING LIENS SCHEDULE 2.1(e) — TERM LOAN A-1 AMORTIZATION SCHEDULE 2.1(f) — TERM LOAN A-2 AMORTIZATION SCHEDULE 4.2(b) — PERSONS TO BE JOINED AS GUARANTORS ON THE CLOSING DATE SCHEDULE 5.1 — QUALIFICATIONS TO DO BUSINESS AND JURISDICTION OF ORGANIZATION SCHEDULE 5.6 — SUBSIDIARIES SCHEDULE 5.8 — GOVERNMENTAL AUTHORIZATIONS SCHEDULE 5.19 — LICENSES SCHEDULE 6.15 — POST-CLOSING DELIVERIES SCHEDULE 7.1 — EXISTING INDEBTEDNESS SCHEDULE 7.4 — EXISTING CONTINGENT OBLIGATIONS SCHEDULE 7.5 — EXISTING INVESTMENTS SCHEDULE 7.15 EXISTING NEGATIVE PLEDGE RESTRICTIONS SCHEDULE 11.7 — VOTING PARTICIPANTS EXHIBITS EXHIBIT A — ASSIGNMENT AND ASSUMPTION EXHIBIT B — COMPLIANCE CERTIFICATE EXHIBIT C — GUARANTOR JOINDER EXHIBIT D — LOAN REQUEST EXHIBIT E — PERFECTION AND DILIGENCE CERTIFICATE EXHIBIT F-1 — REVOLVING NOTE EXHIBIT F-2 — SWING LINE NOTE EXHIBIT F-3 — TERM LOAN A-1 NOTE EXHIBIT F-4 — TERM LOAN A-2 NOTE EXHIBIT F-5 — INCREMENTAL TERM LOAN NOTE EXHIBIT G — SOLVENCY CERTIFICATE EXHIBIT H — TAX COMPLIANCE CERTIFICATES EXHIBIT I — CONVERSION OR CONTINUATION NOTICE EXHIBIT J — NOTICE OF INCREMENTAL TERM LOAN BORROWING EXHIBIT K — INCREMENTAL TERM LOAN FUNDING AGREEMENT EXHIBIT L — SECURITY AGREEMENT EXHIBIT M — [RESERVED] EXHIBIT N — BORROWER’S CLOSING DATE CERTIFICATE CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”) is dated as of February 24, 2017 and is made by and among HAWAIIAN TELCOM COMMUNICATIONS, INC., a Delaware corporation, as the BORROWER (defined below), each of the GUARANTORS (defined below) who become a party hereto on the Closing Date or from time to time thereafter, the LENDERS (defined below), COBANK, ACB, in its capacity as Administrative Agent for the Secured Parties, a Joint Lead Arranger, Bookrunner, an Issuing Lender and Swing Line Lender (each defined below), FIFTH THIRD BANK, as a Joint Lead Arranger and Co-Syndication Agent, and MUFG UNION BANK, N.A., as a Joint Lead Arranger and Co-Syndication Agent.
